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A Balancing Act: How GCs and Boards Share Risk Management Duties

Risk management is a key concern for both a company's general counsel and its board of directors. But their roles and responsibilities are quite different:

How do the GC and the board optimally communicate about risks stemming from new regulations, proposed transactions, sudden crises or other events?

What role, if any, should the board play in formulating and communicating a company’s response?

How are boards and GCs addressing today's most prevalent risks, including cyber threats, compliance issues and reputational damage?

Our panelists, which includes four sitting public company directors, all former general counsel, will discuss the interplay between senior management and directors, as well as their own transitions from GC roles to board positions. They will share their unique perspectives and the lessons they have learned from being on both sides of the boardroom table.

Panelists:

Sara Hays, Managing Director and Co-Leader of the North American Board Practice, Allegis Partners and Managing Director with Major, Lindsey & Africa; board memberships include Apogee Enterprises, Inc. Sara is an independent director for ECI Group and a member of the board of Apogee Enterprises. She has served as general counsel and managing director of operations for Wrightwood Capital LLC, now a part of Ares Management; and as general counsel and senior vice president for Hyatt Hotels.

Mary Ann Hynes, Senior Counsel, Dentons; board memberships include Australia-based GHD Pty Ltd., a private engineering company on five continents. Mary Ann is a GC veteran of five international corporations and was the first woman to serve in that role at a Fortune 500 company while at CCH Inc. She has served on the boards of several corporations and nonprofit organizations, such as the Dr. Scholl Foundation and the John Marshall Law School.

Rick Palmore, Senior Counsel, Dentons; board memberships include Goodyear Tire & Rubber Company, the Chicago Board Options Exchange, Express Scripts. Before returning to Dentons this year, Rick held posts as GC and executive vice president at Sara Lee Corporation and as executive vice president, general counsel and chief compliance and risk management officer at General Mills.

Paul S. Williams, Partner, Major, Lindsey & Africa and Co-Leader of the North American Board Practice, Allegis Partners; board memberships include Bob Evans Farms, Compass Minerals, Essendant. Paul leads his firm's Chicago/Midwest In-House Practice Group. He is currently a director of three public companies and was formerly chief legal officer and corporate secretary of Fortune 20 company Cardinal Health.

Moderator:

Kim Rucker, former Executive Vice President for Corporate and Legal Affairs, General Counsel and Corporate Secretary, Kraft Foods Group; board memberships include Lennox International and Johns Hopkins Medicine. Prior to joining Kraft, Kim was senior vice president, general counsel, corporate secretary and chief compliance officer of Avon Products Inc. She has also held leadership roles at Energy Future Holdings and Kimberly-Clark Corporation.